**Exhibit 3.2**

**AMENDED AND RESTATED BYLAWS**

**OF**

**DELTEK, INC.**

**(Effective as of February 8, 2008)**

**ARTICLE I**

**Offices**

SECTION 1. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of theCorporation’s registered agent at such address shall be Corporation Service Company. The registered office and/or registered agent of the Corporation may be changed from time to time by action of the Board of Directors. 

SECTION 2. Other Offices. The Corporation may have an office or offices other than said registered office at such place or places,either within or without the State of Delaware, as the Board of Directors shall from time to time determine or the business of the Corporation may require. 

**ARTICLE II**

**Meetings of Stockholders**

SECTION 1. Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be heldat any such place, either within or without the State of Delaware, or by means of remote communications, as shall be designated from time to time by the Board of Directors and stated in the notice of meeting. 

SECTION 2. Intentionally Left Blank. 

SECTION 3. Special Meetings. Special meetings of stockholders may be called for any purpose by the Board of Directors or its Chairman and may be held at such time and place, if any, within orwithout the State of Delaware, or by means of remote communications, if any, as shall be stated in a notice of meeting; *provided, however*, that special meetings of the stockholders also may be called by holders of at least 40% of theoutstanding shares of the Corporation’s Common Stock, par value $.001 per share. 

SECTION 4. Notice of Meetings.Except as otherwise expressly required by statute, notice of each annual and special meeting of stockholders stating the date, place, if any, and hour of the meeting, means of remote communications, if any, by which stockholders and proxyholders maybe deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote thereat not less than ten(10) nor more than sixty (60) days before the date of the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. If mailed, notice to stockholders shall be deemed givenwhen deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively tostockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law the (the “DGCL”). 

SECTION 5. List of Stockholders. The officer who has charge of the stock ledger ofthe Corporation shall prepare and make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of and the number ofshares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting: (i) on a reasonablyaccessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. If themeeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. 

SECTION 6. Quorum; Adjournments. The holders of a majority of the voting power of the issued and outstanding stock of the Corporationentitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, except as otherwise provided by statute or by the Certificate of Incorporation of theCorporation, as amended from time to time (the “Certificate of Incorporation”). Where a separate vote by a class or classes or series is required, a majority of the voting power of the shares of such class or classes or series present inperson or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter. If, however, such quorum shall not be present or represented by proxy at any meeting of stockholders, the stockholdersentitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. Atsuch adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty (30) days, or, ifafter adjournment a new record date is set, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 

SECTION 7. Organization. At each meeting of stockholders, the Chairman of the Board of Directors, if one shall have been elected, or, in his absence or if one shall not have been elected, suchperson as the Board of Directors may have designated or, in his absence, the Chief Executive Officer, or in his absence, such person as may be chosen by the holders of a majority of the voting power of the outstanding shares of capital stockentitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. The Secretary or, in his absence or inability to act, the person whom the chairman of the meeting shallappoint secretary of the meeting shall act as secretary of the meeting and keep the minutes thereof. 

SECTION 8. Order ofBusiness. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting. 

SECTION 9. (a) Voting. Except as otherwise provided by the Certificate of Incorporation or the DGCL, each stockholder of the Corporation shall be entitled at each meeting of stockholders to one (1) vote for each share ofcapital stock of the Corporation standing in his name on the record of stockholders of the Corporation: 

(i) on the date fixedpursuant to the provisions of Section 14 of Article II of these Bylaws, as amended from time to time (the “Bylaws”) as the record date for the determination of the stockholders who shall be entitled to notice of and to vote atsuch meeting; or 

 

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(ii) if no such record date shall have been so fixed, then at the close of business on theday next preceding the day on which notice thereof shall be given, or, if notice is waived, at the close of business on the date next preceding the day on which the meeting is held. 

Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy which is in writing or transmitted as permitted by law, including,without limitation, electronically, via telegram, internet, interactive voice response system, or other means of electronic transmission executed or authorized by such stockholder or his attorney-in-fact, but no proxy shall be voted after(3) three years from its date, unless the proxy provides for a longer period. Any such proxy shall be delivered to the secretary of the meeting at or prior to the time designated in the order of business for so delivering such proxies. Anyproxy transmitted electronically shall set forth information from which it can be determined by the secretary of the meeting that such electronic transmission was authorized by the stockholder. When a quorum is present at any meeting, the vote ofthe holders of a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereon, present and voting, in person or represented by proxy, shall decide any question brought before such meeting, unless thequestion is one upon which by express provision of statute or of the Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Unlessrequired by statute, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy,and shall state the number of shares voted and the number of votes to which each share is entitled. 

(b) A nominee fordirector shall be elected to the Board of Directors at a meeting if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; *provided, however,*that directors shall be elected by a pluralityof the votes cast at any meeting of stockholders for which (i) the Secretary of the Corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance noticerequirements for stockholder nominees for director set forth in Article II, Section 11 of the Bylaws and (ii) such nomination has not been withdrawn by such stockholder on or prior to the day next preceding the date the Corporation firstmails its notice of meeting for such meeting to the stockholders. If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee. 

SECTION 10. Inspectors. The Board of Directors may, and to the extent required by law, shall, in advance of any meeting ofstockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall, or if inspectors shall not have been appointed, thechairman of the meeting may, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality andaccording to the best of his ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, thevalidity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, anddo such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shallexecute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders. 

 

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SECTION 11. Advance Notice Provisions for Election of Directors. Only persons who arenominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any specialmeeting of stockholders called for the purpose of electing directors as provided under Section 3 of this Article II, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by anystockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 11 and on the record date for the determination of stockholders entitled to vote at such meeting and(ii) who complies with the notice procedures set forth in this Section 11. 

In addition to any other applicablerequirements, for a nomination to be made by a stockholder such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. 

To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices ofthe Corporation (a) in the case of an annual meeting, not less than ninety (90) days prior to the date of the anniversary of the previous year’s annual meeting; *provided, however*, that in the event the annual meeting isscheduled to be held on a date more than thirty (30) days prior to or delayed by more than sixty (60) days after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the later of theclose of business ninety (90) days prior to such annual meeting or the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting wasmade and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or thetenth (10th) following the day on which public disclosure is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. 

To be in proper written form, a stockholder’s notice to the Secretary must set forth (a) as to each person whom the stockholderproposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares ofcapital stock of the Corporation which are owned beneficially or of record by the person, (iv) such person’s written consent to serve as a director if elected, (v) a statement whether such person, if elected, intends to tender,promptly following such person’s election or re-election, an irrevocable resignation effective upon such person’s failure to receive the required vote for re-election at the next meeting at which such person would face re-election and uponacceptance of such resignation by the Board of Directors in accordance with the Board of Directors’ policy (*see* Exhibits 1 and 2 hereto) and (vi) any other information relating to the person that would be required to bedisclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of theCorporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names)pursuant to which the nomination(s) are to be made by such

 

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stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other informationrelating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act andthe rules and regulations promulgated thereunder. 

No person shall be eligible for election as a director of the Corporationunless nominated in accordance with the procedures set forth in this Section 11. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meetingthat the nomination was defective and such defective nomination shall be disregarded. 

SECTION 12. Advance NoticeProvisions for Business to be Transacted at Annual Meeting. No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given byor at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or(c) otherwise properly brought before the annual meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 12 and on the record date for thedetermination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 12. 

In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper writtenform to the Secretary of the Corporation. 

To be timely, a stockholder’s notice to the Secretary must be delivered to ormailed and received at the principal executive offices of the Corporation not less than ninety (90) days prior to the date of the anniversary of the previous year’s annual meeting; *provided, however*, that in the event the annualmeeting is scheduled to be held on a date more than thirty (30) days prior to or delayed by more than sixty (60) days after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the laterof the close of business ninety (90) days prior to such annual meeting or the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meetingwas made. 

To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter suchstockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and recordaddress of such stockholder, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings betweensuch stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that suchstockholder intends to appear in person or by proxy at the annual meting to bring such business before the meeting. 

Nobusiness shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 12; *provided, however*, that, once business has been properlybrought before the annual meeting in

 

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accordance with such procedures, nothing in this Section 12 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an annual meeting determinesthat business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not betransacted. 

SECTION 13. Action by Written Consent. Whenever the vote of stockholders at a meeting thereof is requiredor permitted to be taken for or in connection with any corporate action, by any provision of statute or of the Certificate of Incorporation or of these Bylaws, the meeting and vote of stockholders may be dispensed with, and the action may be takenwithout such meeting and vote solely to the extent the Certificate of Incorporation permits action by written consent. The consent shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, or theCorporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which the proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registeredoffice shall be by hand or by certified or registered mail, return receipt requested. All consents properly delivered in accordance with this Section 13 shall be deemed to be received when so delivered. No written consent shall be effective totake the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as required by this Section 13, written consents signed by the holders of a sufficient number of sharesto take such corporate action are so received. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action takenpursuant to such written consent of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. A telegram, cablegram or other electronic transmission consenting to an action to be taken andtransmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section to the extent permitted by law. Any suchconsent shall be delivered in accordance with Section 228(d)(1) of the DGCL. 

SECTION 14. Fixing the Record Date.In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights,or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date onwhich the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If norecord date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, orif notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exerciseany rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. A determination of stockholders ofrecord entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; *provided, however*, that the Board of Directors may fix a new record date for the adjourned meeting. 

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting(including, without limitation, by telegram,

 

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cablegram or other electronic transmission as permitted by law), the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing therecord date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking tohave the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. Such notice shall specify the action proposed to be consented to bystockholders. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by theBoard of Directors pursuant to the first sentence of this paragraph). If no record date has been fixed by the Board of Directors within ten (10) days after the date on which such a request is received, the record date for determiningstockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action takenor proposed to be taken is delivered to the Corporation. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled toconsent to corporate action in writing without a meeting shall be the close of business on the date on which the Board of Directors adopts the resolution taking such prior action. 

In the event of delivery to the Corporation of a written consent or written consents purporting to authorize or take corporate action,and/or related revocation or revocations, (each such written consent and related revocation, individually and collectively, a “Consent”), the Secretary of the Corporation shall provide for the safekeeping of the Consent and shall as soonas practicable thereafter conduct such reasonable investigation as the Secretary deems necessary or appropriate for the purpose of ascertaining the validity of the Consent and all matters incident thereto, including, without limitation, whetherholders of shares having the requisite voting power to authorize or take the action specified in the Consent have given consent. If after such investigation the Secretary shall determine that the Consent is sufficient and valid, that fact shall becertified on the records of the Corporation kept for the purpose of recording the proceedings of meetings of the stockholders, and the Consent shall be filed in such records, at which time the Consent shall become effective as stockholder action.

**ARTICLE III**

**Board of Directors**

SECTION 1. General Powers. The business andaffairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or theCertificate of Incorporation directed or required to be exercised or done by the stockholders. 

SECTION 2. Number andElection. The number of directors shall be determined in the manner provided in the Certificate of Incorporation. Except as otherwise provided by the Bylaws, the directors shall be elected at the annual meeting of stockholders. 

SECTION 3. Place of Meetings. Meetings of the Board of Directors shall be held at such place or places, within or without the Stateof Delaware, as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting. 

 

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SECTION 4. Annual Meetings. The Board of Directors shall meet for the purpose oforganization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annual meeting shall be held. In the event such annualmeeting is not so held, the annual meeting of the Board of Directors may be held at such other time or place (within or without the State of Delaware) as shall be specified in a notice thereof given as hereinafter provided in Section 7 of thisArticle III. 

SECTION 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time andplace as the Board of Directors may fix. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on thenext succeeding business day. 

SECTION 6. Special Meetings. Special meetings of the Board of Directors may be called bythe Chairman of the Board of Directors, if one shall have been elected, or by two or more directors of the Corporation or by the Chief Executive Officer. 

SECTION 7. Notice of Meetings. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by law or these Bylaws. Notice of each special meeting of theBoard of Directors, and of each regular and annual meeting of the Board of Directors for which notice shall be required, shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time andplace of the meeting. Except as otherwise required by these Bylaws, such notice need not state the purposes of such meeting. Notice of any special meeting, and of any regular or annual meeting for which notice is required, shall be given to eachdirector at least (a) twenty-four (24) hours before the meeting if by telephone or by being personally delivered or sent by telex, telecopy, electronic transmission or similar means or (b) five (5) days before the meeting ifdelivered by mail to the director’s residence or usual place of business. Such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid, or when transmitted if sent by telex, telecopy,electronic transmission or similar means. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Any director may waive noticeof any meeting by a writing signed by the director entitled to the notice, or by electronic transmission by the director, and filed with the minutes or corporate records. 

SECTION 8. Waiver of Notice and Presumption of Assent. Any member of the Board of Directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived noticeof such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. 

SECTION 9. Quorum and Manner of Acting. A majority of the Whole Board shall constitute a quorum for the transaction of business atany meeting of the Board of Directors, and, except as otherwise expressly required by statute or the Certificate of Incorporation or these Bylaws, the act of a majority of the directors present at any meeting at which a quorum is present shall bethe act of the Board of Directors. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships. In the absence ofa quorum at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to all of the

 

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directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the directors who were not present thereat.At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board of Directors and the individual directors shall haveno power as such. 

SECTION 10. Organization. At each meeting of the Board of Directors, the Chairman of the Board ofDirectors, if one shall have been elected, or, in the absence of the Chairman of the Board of Directors or if one shall not have been elected, the Chief Executive Officer (or, in his absence, another director chosen by a majority of the directorspresent) shall act as chairman of the meeting and preside thereat. The Secretary or, in his absence, any person appointed by the chairman, shall act as secretary of the meeting and keep the minutes thereof. 

SECTION 11. Resignations; Newly Created Directorships; Vacancies; and Removals. Any director of the Corporation may resign at anytime by giving notice in writing or by electronic transmission of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein,immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Newly created directorships resulting from any increase in the number of directors or any vacancies inthe Board of Directors resulting from death, resignation, retirement, disqualification, removal or any other cause shall be filled as provided in the Certificate of Incorporation. Any director may be removed as provided in the Certificate ofIncorporation. 

SECTION 12. Compensation. The Board of Directors shall have authority to fix the compensation,including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity. 

SECTION 13.Committees. The Board of Directors may, by resolution passed by a majority of the Board of Directors, designate one or more committees, including an executive committee, each committee to consist of one or more of the directors of theCorporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except to the extent restricted by statute or theCertificate of Incorporation, each such committee, to the extent provided in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors (including, without limitation, the right to delegateauthority to one or more subcommittees thereof) and may authorize the seal of the Corporation to be affixed to all papers which require it. Each such committee shall serve at the pleasure of the Board of Directors and have such name as may bedetermined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors. 

SECTION 14. Committee Rules. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetingsas provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committeeshall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the Board of Directors as provided in Section 13 of this Article III, of such committee is or are absent ordisqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting inplace of any such absent or disqualified member. 

 

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SECTION 15. Action by Consent. Unless restricted by the Certificate of Incorporation,any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or byelectronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes aremaintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. 

SECTION 16.Telephonic and Other Meetings. Unless restricted by the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by meansof a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting. 

**ARTICLE IV**

**Officers**

SECTION 1. Number and Qualifications. The officers of the Corporation shall be elected by theBoard of Directors and shall include the Chief Executive Officer, the President, the Chief Financial Officer and the Secretary. The Corporation may also have, at the discretion of the Board of Directors, such other officers as are desired, includinga Chairman of the Board of Directors, one or more Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and such other officers as may be necessary or desirable for the business of the Corporation. In the event thereare two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine theorder of their rank. Any number of offices may be held by the same person, and no officer except the Chairman of the Board of Directors, if any, need be a director. In its discretion, the Board of Directors may choose not to fill any office for anyperiod as it may deem advisable, except that the offices of Chief Executive Officer and Secretary shall be filled as expeditiously as possible. 

SECTION 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors. The Chairman of the Board of Directors, if any, and Chief ExecutiveOfficer shall be elected annually by the Board of Directors. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected andshall have qualified, or until his death, or until he shall have resigned or have been removed, as hereinafter provided in these Bylaws. 

SECTION 3. Resignations. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the timespecified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

 

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SECTION 4. Removal. Any officer of the Corporation may be removed, either with orwithout cause, at any time, by the Board of Directors at any meeting thereof. 

SECTION 5. Vacancies. Any vacancyoccurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term by the Board of Directors. 

SECTION 6. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed fromtime to time by the Board of Directors. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation. 

SECTION 7. Chairman of the Board of Directors. (a) The Chairman of the Board of Directors, if one be elected, shall, if present,preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these Bylaws. If there is no Chief Executive Officer, theChairman of the Board of Directors shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 8 of this Article IV. The Chairman shall not be an officer of the Board ofDirectors unless the Board determines otherwise by resolution. 

(b) In the event that the Chairman of the Board of Directorsis also an officer of the Corporation, the Board of Directors may, in its sole discretion, appoint a member of the Board of Directors who is not an officer of the Corporation to serve as Lead Director. The Lead Director shall have such duties as aredetermined by (i) the Board of Directors at and from time to time after such appointment or (ii) the Bylaws. 

SECTION 8. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation and shall have the powers and perform the duties incident to that position. If the Chief Executive Officer is adirector, he shall, in the absence of the Chairman of the Board of Directors, or if a Chairman of the Board of Directors shall not have been elected, preside at each meeting of the Board of Directors or the stockholders. Subject to the powers of theBoard of Directors, he shall be in the general and active charge of the entire business and affairs of the Corporation, including authority over its officers, agents and employees, and shall have such other duties as may from time to time beassigned to him by the Board of Directors. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors are carried into effect, and execute bonds, mortgages and other contracts requiring a seal under the seal ofthe Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of theCorporation. 

SECTION 9. President. The President shall be the chief operating officer of the Corporation. He shallperform all duties incident to the office of President, and be responsible for the general direction of the operations of the business, reporting to the Chief Executive Officer, and shall have such other duties as may from time to time be assignedto him by the Board of Directors or as may be provided in these Bylaws. At the written request of the Chief Executive Officer, or in his absence or in the event of his inability to act, the President shall perform the duties of the Chief ExecutiveOfficer, and, when so acting, shall have the powers of and be subject to the restrictions placed upon the Chief Executive Officer in respect of the performance of such duties. 

 

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SECTION 10. Vice President. Each Vice President shall perform all such duties as fromtime to time may be assigned to him by the Board of Directors. At the written request of the President, or in the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board of Directors, or if notranked, the Vice President designated by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions placed upon the President in respect of theperformance of such duties. 

SECTION 11. Chief Financial Officer. The Chief Financial Officer shall 

(a) have charge and custody of, and be responsible for, all the funds and securities of the Corporation; 

(b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; 

(c) deposit all moneys and other valuables to the credit of the Corporation in such depositories as may be designated by the Board ofDirectors or pursuant to its direction; 

(d) receive, and give receipts for, moneys due and payable to the Corporation fromany source whatsoever; 

(e) disburse the funds of the Corporation and supervise the investments of its funds, taking propervouchers therefor; 

(f) render to the Board of Directors, whenever the Board of Directors may require, an account of thefinancial condition of the Corporation; and 

(g) in general, perform all duties incident to the office of Chief FinancialOfficer and such other duties as from time to time may be assigned to him by the Board of Directors. 

The Chief Financial Officer may also bethe Treasurer if so determined by the Board of Directors. 

SECTION 12. Secretary. The Secretary shall 

(a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board of Directors, thecommittees of the Board of Directors and the stockholders; 

(b) see that all notices are duly given in accordance with theprovisions of these Bylaws and as required by law; 

(c) be custodian of the records and the seal of the Corporation and affixand attest the seal to all certificates for shares of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed onbehalf of the Corporation under its seal; 

 

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(d) see that the books, reports, statements, certificates and other documents and recordsrequired by law to be kept and filed are properly kept and filed; and 

(e) in general, perform all duties incident to theoffice of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors. 

SECTION 13.The Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or, if there be no such determination, then in the order of their election),shall, in the absence of the Treasurer or in the event of his inability to act or his failure to act (in violation of a duty to act or in contravention of direction to act by the Board of Directors), perform the duties and exercise the powers of theTreasurer and shall perform such other duties as from time to time may be assigned by the Board of Directors. 

SECTION 14.The Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, inthe absence of the Secretary or in the event of his inability to act or his failure to act (in violation of a duty to act or in contravention of direction to act by the Board of Directors), perform the duties and exercise the powers of the Secretaryand shall perform such other duties as from time to time may be assigned by the Board of Directors. 

SECTION 15. OtherOfficers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these Bylaws, shall have such authority and perform such duties as may from time to time be prescribed byresolution of the Board of Directors. 

SECTION 16. Officers’ Bonds or Other Security. If required by the Board ofDirectors, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety as the Board of Directors may require. 

SECTION 17. Absence or Disability of Officers. In the case of the absence or disability of any officer of the Corporation and of anyperson hereby authorized to act in such officer’s place during such officer’s absence or disability, the Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to anyother person whom it may select. 

**ARTICLE V**

**INDEMNIFICATION**

SECTION 1. Nature ofIndemnity. Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrativeor investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of apartnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis of such proceeding isalleged action in an

 

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official capacity as a director or officer or in any other capacity while so serving, shall be indemnified and held harmless by the Corporation to the full extent authorized by DGCL, as the sameexists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to suchamendment), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under the Employee RetirementIncome Security Act of 1974, as amended from time to time (“ERISA”), penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; *provided, however*,that except as provided in Section 3 of this Article V with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by suchIndemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. Each person who is or was serving as a director or officer of a majority-owned subsidiary of the Corporation shall be deemed to be serving, or haveserved, at the request of the Corporation. 

SECTION 2. Advances for Expenses. Expenses (including, without limitation,attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a proceeding shall be paid by the Corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf an Indemnitee torepay all amounts so advanced in the event that it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified by the Corporation as authorized inthis Article V. The Board of Directors may, upon approval of such Indemnitee, authorize the Corporation’s counsel to represent such person in any proceeding, whether or not the Corporation is a party to such proceeding. 

SECTION 3. Procedure for Indemnification and Advancement. Any indemnification or advance of expenses (including, without limitation,attorney’s fees, costs and charges) under this Article V shall be made promptly, and in any event within 60 days, or, in the case of a claim for an advancement of expenses, within 20 days, upon the written request of an Indemnitee (and, in thecase of advance of expenses, receipt of a written undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified therefor pursuant to the terms of thisArticle V). The right to indemnification or advances as granted by this Article V shall be enforceable by such Indemnitee in any court of competent jurisdiction, if the Corporation denies such request, in whole or in part, or if no dispositionthereof is made within 60 days (or 20 days with respect to advancement of expenses). Such Indemnitee’s costs and expenses incurred in connection with successfully establishing his right to indemnification or advancement, in whole or in part, inany such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses (including, without limitation, attorney’s fees, costs andcharges) under this Article V where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the caseof any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), but the burden of proving such defense shallbe on the Corporation. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination prior to thecommencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL, as

 

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the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights thansaid law permitted the Corporation to provide prior to such amendment), nor the fact that there has been an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors,independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. 

SECTION 4. Other Rights; Continuation of Right to Indemnification. The indemnification and advancement of expenses provided bythis Article V shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), bylaw, agreement, vote of stockholders or directors orotherwise, both as to action in his official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Corporation, and shall continue as to a person who has ceased to be a director orofficer, and shall inure to the benefit of the estate, heirs, executors and administers of such person. All rights to indemnification under this Article V shall be deemed to be a contract between the Corporation and each Indemnitee. Any repeal ormodification of this Article V or any repeal or modification of relevant provisions of the DGCL or any other applicable laws shall not in any way diminish any rights to indemnification of such Indemnitee or the obligations of the Corporation arisinghereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such repeal or modification. 

SECTION 5. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was orhas agreed to become a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise(including, without limitation, with respect to an employee benefit plan), against any liability asserted against him and incurred by him or on his behalf in any such capacity, or arising out of his status as such, whether or not the Corporationwould have the power to indemnify him against such liability under the provisions of this Article V; *provided, however*, that such insurance is available on acceptable terms, which determination shall be made by a vote of a majority of theBoard of Directors. 

SECTION 6. Savings Clause. If this Article V or any portion hereof shall be invalidated on anyground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Article V as to all expense, liability and loss (including, withoutlimitation, attorneys’ fees, costs and charges, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification isavailable to such person pursuant to this Article V to the full extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the full extent permitted by applicable law. 

**ARTICLE VI**

**Stock Certificates and Their Transfer**

SECTION 1. Stock Certificates. The Board of Directors may issuestock certificates, or may provide by resolution or resolutions that some or all of any or all classes or series of stock of

 

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the Corporation shall be uncertificated shares of stock. Every holder of stock represented by a certificate shall be entitled to have a certificate signed by, or in the name of the Corporationby, the Chairman of the Board of Directors or the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in theCorporation. A certificate representing shares issued by the Corporation shall, if the Corporation is authorized to issue more than one class or series of stock, set forth upon the face or back of the certificate, or shall state that the Corporationwill furnish to any stockholder upon request and without charge, a full statement of the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences and/or rights. The Corporation shall furnish to any holder of uncertificated shares, upon request and without charge, a full statement of the designations, preferences and relative, participating,optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 

SECTION 2. Facsimile Signatures. Any or all of the signatures on a certificate may be a facsimile, engraved or printed. In case any officer, transfer agent or registrar who has signed or whosefacsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transferagent or registrar at the date of issue. 

SECTION 3. Lost Certificates. The Board of Directors may direct a newcertificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Boardof Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as itmay direct sufficient to indemnify it against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. 

SECTION 4. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for sharesduly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record thetransaction upon its records; *provided, however*, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. Whenever any transfer of stock shall be made for collateral security, and not absolutely, itshall be so expressed in the entry of transfer if, when the certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so. 

SECTION 5. Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, oneor more transfer agents and one or more registrars. 

SECTION 6. Regulations. The Board of Directors may make suchadditional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. 

SECTION 7. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on itsrecords as the owner of shares of stock to receive

 

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dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound torecognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the DGCL. 

**ARTICLE VII**

**General Provisions**

SECTION 1. Dividends. Subject to the provisions of statutes and the Certificate ofIncorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property or in shares of stock of the Corporation, unlessotherwise provided by statute or the Certificate of Incorporation. 

SECTION 2. Reserves. Before payment of anydividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors may, from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies,or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors may think conducive to the interests of the Corporation. The Board of Directors may modify or abolishany such reserves in the manner in which it was created. 

SECTION 3. Seal. The seal of the Corporation shall be in suchform as shall be approved by the Board of Directors, which form may be changed by resolution of the Board of Directors. 

SECTION 4. Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each fiscal year and may thereafter be changed by resolution of the Board of Directors. 

SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall besigned, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make suchdesignation. 

SECTION 6. Execution of Contracts, Deeds, Etc. The Board of Directors may authorize any officer orofficers, agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined tospecific instances. 

SECTION 7. Loans. Subject to applicable law, the Corporation may lend money to, or guarantee anyobligation of, or otherwise assist any officer or other employee of the Corporation or of its subsidiary, including any officer or employee who is a director of the Corporation or its subsidiary, whenever, in the judgment of the directors, suchloan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve,including, without limitation, a pledge of shares of stock of the Corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the Corporation at common law or under any statute.

 

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SECTION 8. Voting of Stock in Other Corporations. Unless otherwise provided byresolution of the Board of Directors, the Chairman of the Board of Directors or the Chief Executive Officer, from time to time, may (or may appoint one or more attorneys or agents to) cast the votes which the Corporation may be entitled to cast as ashareholder or otherwise in any other corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other corporation. In the event one or more attorneys or agentsare appointed, the Chairman of the Board of Directors or the Chief Executive Officer may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent. The Chairman of the Board of Directors, or the ChiefExecutive Officer may, or may instruct the attorneys or agents so appointed to, execute or cause to be executed in the name and on behalf of the Corporation and under its seal or otherwise, such written proxies, consents, waivers or otherinstruments as may be necessary or proper in the circumstances. 

SECTION 9. Inspection of Books and Records. Anystockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stockledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where anattorney or other agent shall be the person who seeks the right of inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of thestockholder. The demand under oath shall be directed to the Corporation at its registered office in the State of Delaware or at its principal place of business. 

SECTION 10. Inconsistent Provisions. In the event that any provision of these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation, the DGCL or any otherapplicable law, the provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect. 

SECTION 11. Waivers. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the eventfor which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance at any meeting shall constitute waiverof notice except attendance for the sole purpose of objecting to the timeliness of notice. 

**ARTICLE VIII**

**Amendments**

These Bylaws may be amended or repealed or new Bylaws adopted only in accordance with Article V of the Certificate of Incorporation. 

 

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**Exhibit 1**

**FORM OF RESIGNATION**

**[Date]**

Attention: Chairman of the Board of Directors 

Dear                     : 

In accordance with the policy of the Board of Directors of Deltek, Inc. (the “Corporation”) regarding majority voting in director elections, I hereby tender my resignation as a director of the Board of Directors (the“Board”), provided that this resignation shall be effective upon, and only in the event that, (i) I fail to receive a sufficient number of votes for re-election at the next meeting of the stockholders of the Corporation at which myseat on the Board will be subject to election (the “Applicable Annual Meeting”) and (ii) the Board accepts this resignation following my failure to be re-elected at the Applicable Annual Meeting. 

If I am re-elected at the Applicable Annual Meeting, this resignation will be deemed withdrawn upon my re-election. However, if I am not re-elected at theApplicable Annual Meeting, this resignation will remain in effect following such meeting but will be deemed withdrawn if and when the Board decides not to accept this resignation. This resignation may not be withdrawn by me at any time other than asset forth in this paragraph. 

 
Very truly yours,
 
Director
 

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**Exhibit 2**

**MAJORITY VOTING POLICY**

The Board of Directors hasadopted the following policy: 

In accordance with the Corporation’s Bylaws, if none of our stockholders provides theCorporation notice of an intention to nominate one or more candidates to compete with the Board’s nominees in a director election, or if our stockholders have withdrawn all such nominations by the day before the Corporation mails its notice ofmeeting to our stockholders, a nominee must receive more votes cast for than against his election or re-election in order to be elected or re-elected to the Board. The Board expects a director to tender his resignation if he fails to receive therequired number of votes for re-election. The Board shall nominate for election or re-election as director only a candidate who agrees to tender promptly following the annual meeting at which he is elected or re-elected as director, an irrevocableresignation that will be effective upon (i) the failure to receive the required vote at the next annual meeting at which he faces re-election and (ii) Board acceptance of such resignation. In addition, the Board shall fill directorvacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by any other director in accordance with this Board policy. 

If an incumbent director fails to receive the required vote for re-election, the Board of Directors will act on an expedited basis todetermine whether or not to accept the Director’s resignation and will submit such recommendation for prompt consideration by the Board. The Board expects that the director whose resignation is under consideration to abstain from participatingin any decision regarding resignation. The Board of Directors may consider any factors it deems relevant in deciding whether or not to accept a director’s resignation. 

 

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